[Form 4] U.S. GoldMining Inc. Insider Trading Activity

Rhea-AI Filing Summary

U.S. GoldMining Inc. (USGO) reporting person Aleksandra Bukacheva, a company director, reported acquisition and vesting activity related to restricted stock units and common shares. The filing shows 250 restricted stock units became vested/settled, resulting in an acquisition of 250 common shares on 09/22/2025 and bringing the reporting persons total beneficial ownership to 1,750 common shares. The RSUs were originally granted on December 20, 2024 for 1,000 units and vest in four equal installments over 12 months (25% at 3, 6, 9 and 12 months from the grant date). Each RSU converts into one share at settlement.

Positive

• 250 restricted stock units settled, converting to 250 common shares on 09/22/2025
• Total beneficial ownership increased to 1,750 common shares, showing continued insider alignment
• Original RSU grant documented (1,000 units on December 20, 2024) with clear four-step vesting schedule

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine insider vesting increased a directors stake by 250 shares; no cash transaction or major change in control.

The Form 4 documents a non-derivative acquisition tied to the settlement of restricted stock units. The reporting person received 250 shares on 09/22/2025, increasing beneficial ownership to 1,750 shares. The underlying RSU grant was made on December 20, 2024 for 1,000 units with a four-step vesting schedule. This is a standard compensation-related issuance rather than a market purchase or sale, so immediate liquidity or dilution impacts appear limited to the issued shares from the RSU program.

Corporate Governance Expert

TL;DR: This disclosure reflects expected executive compensation vesting and aligns the directors interests with shareholders.

The filing indicates compliance with Section 16 reporting for a director-level recipient of RSUs. The clear vesting schedule and conversion of RSUs into common stock are documented, supporting transparency around insider ownership. There are no indications of atypical trading codes or amendments that would raise governance concerns in this filing.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Bukacheva Aleksandra

(Last) (First) (Middle)

1830 - 1188 W.GEORGIA STREET

(Street)

VANCOUVER A1 V6E4A2

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
U.S. GoldMining Inc. [ USGO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/20/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/22/2025		M		250	A	(1)	1,750	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	09/20/2025		M			250	(2)	(2)	Common Stock	250	$0	250	D

Explanation of Responses:

1. Each Restricted Stock Unit represents the right to receive, at settlement, one share of common stock.

2. On December 20, 2024, the reporting person was granted 1,000 Restricted Stock Units. The Restricted Stock Units vest in four equal installments, 25% shall vest 3 months from December 20, 2024 (the "Grant Date"), 25% shall vest 6 months from the Grant Date, 25% shall vest 9 months from the Grant Date, and 25% shall vest 12 months from Grant Date.

	/s/ Aleksandra Bukacheva	09/23/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did the Form 4 filed for U.S. GoldMining Inc. (USGO) report?

The Form 4 reports that director Aleksandra Bukacheva acquired 250 common shares on 09/22/2025 through settlement of restricted stock units, increasing her beneficial ownership to 1,750 shares.

How many Restricted Stock Units were originally granted to the reporting person?

The reporting person was granted 1,000 Restricted Stock Units on December 20, 2024.

What is the vesting schedule for the RSUs granted on December 20, 2024?

The RSUs vest in four equal installments: 25% at 3 months, 25% at 6 months, 25% at 9 months, and 25% at 12 months from the grant date.

How many shares did the RSU settlement convert into and at what price?

The settlement converted 250 RSUs into 250 common shares and the reported price for the derivative entry is $0, consistent with RSU settlement rather than a cash purchase.

Who filed the Form 4 and what is their relationship to the issuer?

The Form 4 was filed by Aleksandra Bukacheva, who is identified as a director of U.S. GoldMining Inc.